The Other Side
by hyperpsychomaniac
Summary: Ace overloads when trying to power up too quickly. Now he needs Random Virus's help to save his life, but Random's evil side may end up posing more of a problem to him than he ever thought.
1. Chapter 1

**A/n:** Right, it's taken me long enough to get this thing written. So, here's the first bit (though I suspect some people have read this part already). This is the longest fic I've ever written. I just hope it's as good as it is long... ish. :

* * *

**The Other Side.**

They were losing the battle. And they were losing it fast.

It had been a surprise attack. Kilobyte had swooped in on Fred's back, knocking Ace away from his game of chess with Chuck. Ace had fired back at Kilobyte, the lightning hitting Fred, but doing little damage.

At the same moment Anvil had smashed his way through a side door, immediately engaging Sparx and the Sword of Jacob. Chuck and Mark had ducked down out of the way. Mark's school bag which happened to contain his wrist cannon had been way out of reach.

Now Sparx was nearly out of power and Anvil's blows were pushing her further towards the ground.

Dirty Rat had flown in soon after, once he realized they would probably win, and now held a small crystal ball above Mark and Chuck.

Ace took all this in even as one of Kilobyte's tentacles flung him to the ground. They were losing the battle. And they would soon be losing the war. Ace suddenly noticed Kilobyte had thrown him next to the transformer. He looked back up towards the roof to see that Kilobyte was moving in on him. He didn't seem overly concerned about where Ace was. He wouldn't have enough time to power up anyway.

_Not on this voltage at least_ Ace thought. A higher voltage was risky. They had only set the transformers power up half-way. But if he put it on full he might just have enough to destroy Kilobyte. The others would be easy afterward.

_I'll kill myself_ Ace thought even as his hand grabbed the dial on the front of the machine seemingly against his will. _But I'll be damned if I let that squid defeat me again._ On that thought he twisted the dial to full power and thrust his hand between the electrified towers on top.

The electricity crackled through his body. Ace could feel his power soar up to one hundred percent. And keep going. He pulled one arm out of the field and fired the energy back at Kilobyte.

"What!" Kilobyte growled just before he and Fred were thrown across the Tower.

Three hundred percent. Ace could feel his energy increasing. It was exhilarating. He turned the blast onto the rat who disappeared almost instantly under the all too powerful energy. Five hundred percent. Then onto Anvil. The heavy rhino was thrown backwards, roaring as the lightning ate away at him before finally making him disappear.

Ace turned back to Kilobyte. Six hundred percent. He steadied his aim to make sure the next blast would totally destroy its target. And suddenly felt his insides tear.

"Ace!" yelled Sparx. His body had been glowing blue as the energy fed its way through him. Now the electricity seemed to break out around him, crackling around his body in blue arcs. Ace doubled over with a cry. He slumped beside the transformer and tried to pull himself away, but the electricity seemed to want somewhere to go. And it had decided it was going into Ace.

"Oh-oh. Major overload, dude," understated Chuck.

Mark ran out from the table he'd been hiding behind. He tried to ignore the electricity spitting out from the transformer in all directions. He just hoped it wouldn't hit him. He got close enough and ripped the cables from the back of the machine, cutting off the flow of energy.

"Well, that didn't seem to go according to plan," muttered Kilobyte, his statement encompassing both parties. The blast of lightning had weakened him, though he didn't show it.

"Get out of here before I blast you!" yelled Sparx waving her sword and stepping between him and Ace.

Kilobyte knew that it was not always a good idea to go after wounded prey. Sparx seemed pretty fired up. Better to leave it to weaken itself. "Oh, as you wish," he replied over politely before flying out through the roof on Fred.

Mark rushed to where Ace was lying on his back. Sparks of electricity still played around his body as he sat up slowly. "Ace, are you alright? What happened?"

"I think I blew a circuit," Ace groaned.

"What'd you go and do that for!" Sparx yelled.

"In case you didn't notice Kilobyte was about to destroy us," he spat out. "I couldn't see any other way. I wasn't going to let him defeat me again."

"Don't worry, Ace," said Chuck, scooting onto the floor with his laptop. "I'll see what's wrong and run a repair program or something." He started looking through stuff on his computer.

Mark noticed Ace was looking pretty worn out. This seemed all the stranger as he'd just powered up. "Ace, how much energy are you running on?" he asked.

Ace paused before replying reluctantly. "Fifty-two percent."

"But you just powered up."

"I realize that," Ace retaliated, harshly.

"You must be leaking energy then, dude," put in Chuck. "I… don't think I have any programs to fix that."

"Chuck, you must have something!" said Mark, his concern showing as anger.

"It's like a hardware problem. His circuits are damaged. Software isn't going to fix it. I'll see if I can find anything on the website. Ace, you might want to try powering up again, you never know it might work. Just make sure you turn the power down first."

"Don't worry, I will," Ace replied.

Sparx did it for him, turning it down even lower than normal, then helping him to his feet.

"I can manage," grumbled Ace, pushing her off.

"Alright!" Sparx let go, though she noticed Ace's shove seemed weak, as if it was hurting him to use the energy to do it properly.

Ace put his hand between the towers. Energy sparked out of them again. He kept his hand there for a few seconds but then pulled it out as if he'd been burned.

Sparx grabbed him again as he stumbled back. This time Ace didn't bother to push her off.

"Chuck, it's not working!" said Mark, once he'd seen Ace hadn't really been hurt more than he was already. "What are we supposed to do now?"

"Hang on I think I might have found something," answered Chuck. "There's some device you can get in the game. If one of the Knights overload you connect it up to a power source and it'll configure and transfer the energy so the damage gets repaired."

"Good, how do we get it?"

"Well it doesn't actually exist…"

"What! Chuck, what's the point of that?"

"Not yet anyway," Chuck quickly explained. "You need to get it built. And the only dude that can do it is Random Virus."

----

Twenty minutes later Mark, Chuck, Ace and Sparx all arrived at the junkyard. While they knew it could be dangerous they also knew they had little choice. Ace couldn't power up and his energy was running out as it was. But neither were they coming unprepared. Mark had his wrist cannon on and was ready to use it if he had to. Sparx floated in behind him on the Lightning Flash. Ace sat behind her with the Shield of Justice. He wasn't going to be firing off any shots but he couldn't afford to be hit either. Chuck simply carried his computer.

"Hello!" Chuck called out. "Anybody home?"

Cars sparked up with bolts of electricity as Random Virus rolled around a pile of junk. His eye glowed red. "Why can't you just leave me alone?" he growled.

"Well sorry, lugnut," Sparx replied. "But in case you haven't noticed we've got a bit of an emergency here."

Random looked past her and seemed to notice Ace. His eye flickered green for a moment and the rage of his evil seemed to drain. "What's going on? Ace, are you alright?"

"Not really. I need your help."

Random glanced away as Ace said that, his eye changing colors rapidly. For a moment, Ace thought his evil would take over again but when Random looked back at him his eye was green. His gaze, however, was far from friendly. Ace saw a quiet anger in his friend's eyes, it was far from the rage his evil displayed, but even so he found it scarier.

"I told you never to ask for my help again," Random said quietly. He turned his back and started to roll away.

"Hey, you can't leave him!" Mark called after him. "If you don't help he's going to go back to the Sixth Dimension."

Random stopped but didn't turn around.

"We just need you to build a machine for us, to save Ace. That's all."

Random turned around. "Alright, this once. But my trust won't extend beyond that. What do you want me to build?"

"I got the whole design right here," said Chuck, rushing over with his computer. He flipped the lid up and showed the screen to Random. "Think you can build that?"

Random looked at it for a few seconds. "Yes, but not out of thin air."

Chuck blinked, before finally realizing what he meant. "Ah, right, I can go and buy anything you can't find here… unless you need something powered by weird crystals or something."

"It doesn't run off crystals," said Random.

"Um, well I guess that's a good thing."

Mark glanced over at Ace as Chuck and Random began conferring. "Will you be all right 'til then?"

Ace looked at Random's back then dropped his gaze. "Yeah."

Mark wasn't so sure.

----

"So you know about the device? Damn kids…" the Master Programmer glared at his screen, the lower half of his face twisted into a scowl. He laughed and the scowl turned into a grin, his face twisting perhaps even more than before. "Not that it'll help…"

His CD tray opened and a disk clattered onto it, the word 'Kilobyte' scrawled across it in black marker.

----

Lord Fear was sitting at the organ when the slam of the Haunted House doors against the walls announced Kilobyte's arrival. He turned around and stood up quickly, eager to avoid giving the mutant any excuse to wrap his tentacles around his neck. "Why Kilobyte! What an unexpected surprise."

"… and uninvited…" added Staff Head.

Lord Fear slapped his hand over the talking totem's mouth. "Shut up!"

"Stop your bickering!" Kilobyte demanded. "It seems Ace Lightning's sidekicks have found a way to stop his energy loss and repair the damage."

"Oh!" said Lord Fear. He wasn't very happy about not being invited to that little party. "How terrible for you! And you'd nearly destroyed him too…"

"And I _will_ destroy him. Right now he is at the junkyard with his sidekicks waiting for Random Virus to build the device that will restore his power. Unfortunately, I am the only one in this dimension powerful enough to keep that cyborg at bay. So it will be your job to destroy Ace Lightning before he can use the device."

"You'll let me destroy Ace Lightning? It would be my honor!" Lord Fear bowed elaborately.

"Don't fail, Lord Fear, or you'll regret it," Kilobyte growled. "Get the Doom Wagon and follow me." He turned and left the Haunted House.

"Oh, I won't fail you…" Lord Fear said aside to his Staff as he followed more slowly. "But when I'm done I might just feed you to that psychotic rust bucket of a Lightning Knight!"

Staff Head snickered. "Oh, how evil of you m' lord!"


	2. Chapter 2

**A/n:** Second chapter. Contains chunky battle scene. :D

* * *

Half an hour later Random Virus had most of the device assembled. Chuck had just returned with some bits and pieces the cyborg had asked for and was now trying to help him put it together.

"Pass me that… spanner," Random asked.

Chuck handed him the tool.

Random passed it back. "The other one."

Chuck handed him the screwdriver. The problem with working with someone from another dimension was, no matter how competent they were, none of the tools seemed to posses the same name – if, that is – they actually _existed_ in both dimensions.

"You nearly done?" Chuck asked. "Ace doesn't look like he's doing too good."

Random stole a glance over his shoulder. Ace was sitting with his back against one of the car hulks, his body flickering. Sparx paced in front of him while Mark simply watched her. Mark had tried to talk to Ace earlier but given up; Ace had either been too tired or just not in the mood.

Random turned back. "I'll be done in a minute." His claw bumped the device and a piece clattered to the floor. A hulking metal hand might've been good for bashing people with but it didn't help when putting together fiddly bits of machinery.

"I'll get it," said Chuck, ducking down.

Random leaned back out of his way, all too aware that Chuck was right within swiping range. It didn't seem to faze Chuck at all, especially as he'd done it at least three times already.

"Here ya go."

"Be careful," Random replied as he took it off him, "I could've knocked your head off if my evil took over"

Chuck blinked. "Well… you didn't."

Random sighed and put the piece back in the device.

"Look," said Chuck after a moment's silence, "I know Ace blasted you and all, which…. wasn't really very nice, but he blasted me too. I'm not mad at him. I mean, he was out of control; he didn't really do it on purpose."

"I know that," said Random, suddenly very intent on working on the device.

"So, how come you're still mad at him?"

Random stopped, looking back up suddenly at Chuck, who took half a step backwards. "I'm not. I just can't trust him. You can. You've still got plenty of reason to trust, and you shouldn't ever let yourself lose it. I lost mine. That's why I _can't_ trust Ace… or anyone." Random turned his attention back to the device. "There's only one thing you should never trust…" he added as he put the final piece in and the machine hummed to life, "…and that's me."

----

Ace heard the humming noise and looked up wearily.

"We're done!" Chuck yelled excitedly across the junkyard.

"It's about time!" Sparx called back. "C'mon, Ace, we'll have you fixed up in no time."

It was as Ace looked at her to reply that he saw the Doom Wagon silhouetted against the darkening sky, a green glow slowly lighting up the skeletal figure. "Sparx look out!"

But Lord Fear wasn't aiming for Sparx. The shaft of green light shot past her shoulder; Ace only just managed to bring the Shield of Justice up in time to deflect it, sending the energy off dangerously close to Mark.

"Shoot!" Mark yelled, ducking as the energy sizzled past.

"Kid, are you alright?" Ace asked through trying to catch his breath from where the blast had knocked him into the ground

Mark looked back at him. "Are you?"

"I'm fine," Ace replied, pushing himself back to a sitting position.

"You won't be for long!" yelled Lord Fear and fired again.

This time Sparx swung at the blast with her sword, dissipating the energy. "Lightning Flash! To me!" She leapt on the machine as it whizzed past.

Random growled and rolled towards the fight. If Lord Fear made the mistake of getting in range of his claw…

A figure dropped in front of him, a tentacle lashing out. The force knocked him across the chest, flinging him backwards.

Sparx's sword clashed against Staff as the Doom Wagon and Lightning Flash wove about each other in the sky. She was _not_ going to let Fear get at Ace, even if she died trying.

Random righted himself and faced Kilobyte. "What do you want?"

"It's not a matter of what I want!" Kilobyte shot back angrily, then seemed to control himself. "I must destroy Ace Lightning, so I must destroy you."

"Dude, I'm like allergic to wasps…" said Chuck, his eyes fixed on the mutated bug which had landed behind Kilobyte.

"Get out of here," Random growled.

Chuck ran out of the way as Kilobyte's tentacles snaked towards Random, who bashed them away. But each time he hit one the impact forced him backwards.

Ace pushed himself off the ground, supporting his weight with the Shield of Justice.

"Ace, stay down!" Mark called to him. "You can't afford to get hit."

"Don't tell me what to do! You're the sidekick!" Ace yelled.

Mark blinked at his outburst, but his attention was quickly taken elsewhere. "Kilobyte's here."

Ace followed Mark's gaze. As he saw Kilobyte fear filled his eyes and he sunk back behind the shield.

_Damn his human emotions_, Mark thought as he turned away, not wanting to see them wreaking havoc on his friend. "I'll get my wrist cannon." He dashed to the gate where he'd left his bag and bike.

Ace didn't answer, instead staring at some point halfway down the back of the shield. Shame tore through him at the fear that immobilized him more than any energy drain ever could.

Sparx ducked as another blast of energy flew over her head and returned fire. Then she came in close, trying to knock Staff out of Lord Fear's grip.

Lord Fear held on and pushed her sword away. He was never going to get to Ace if he couldn't get Sparx out of the way. Though that didn't mean he needed to destroy her, not that he would've minded; he just had to get her out of his face.

Sparx came at him again with a yell, setting the 'Flash on a collision course so she could use both hands to swing the Sword of Jacob. She didn't seem to care if her wild moves sent them _both_ into oblivion.

Lord Fear let the Doom Wagon drop at the last second, but held Staff Head above him. Sparx missed him entirely, but her sword hilt hit the staff. Lord Fear let go. He wouldn't need his loyal staff to defeat the already weakened Ace Lightning and Staff Head would know how to take care of Sparx anyway.

Sparx suddenly found Staff Head wrapped around her arms.

"Hello, Sparxie!" he said and tightened his grip.

Sparx cried out as her wrists smacked together, causing her to drop her sword into a pile of junk.

Staff Head pointed himself at her, still wrapped tightly around her arms. "Say cheese!" he gloated as the ball above his head began to glow green.

Random felt metal against his back; Kilobyte had forced him up against an old car. No where further to go. He knocked a tentacle back, the next forced his claw backwards and he only sent it back with an effort. The next tentacle held his claw in place; two more snaked around his middle.

"You were the strongest in this game," said Kilobyte. "So strong in fact, you had to be balanced with unpredictability. You're not the strongest anymore."

"I am strong!" Random yelled, pushing against the tentacles.

"That's your evil talking," Kilobyte smirked. "Physical strength is not everything, Random Virus, though it certainly comes in handy." Kilobyte leaned in closer. Random was sure he saw something in his eyes change, a different glow perhaps.

"My strength is in full and total control," Kilobyte continued. "I can control your world. I could control you better than you control yourself. Not that that's saying much. In fact, I could take away your evil, if you really wanted."

"Then why don't you?" Random growled, knowing Kilobyte was toying with him. He still found it impossible not to ask.

"It's not part of the master plan," Kilobyte replied and started an energy drain.

Lord Fear landed the Doom Wagon in front of Ace. The Lightning Knight looked startled and struggled to get up. "What's this? The mighty Ace Lightning is _hiding_?" Fear grabbed him around the neck with a bony hand, 'helping' him to his feet.

Ace struggled against Fear's grasp but he was too weak; he tried to send a bolt of electricity into the skeletal arm but his wrist cannons only sparked pathetically.

Lord Fear laughed. "You don't look very comfortable hanging there!" He tightened his grip, lifting Ace up off the ground. No wonder Kilobyte enjoyed using those tentacles of his so much. Having Ace Lightning's final dregs of power slipping away, fully in his control, was exhilarating.

Sparx tried to move her arm as Staff took aim but it was useless. The green energy shot out of the crystal ball. She leaned back and kicked the left handle bar of the Lightning Flash.

"Crikey!" yelled Staff Head as the Lightning Flash fell into a spiral, his shot going off harmlessly into the empty sky. The machine crashed into a junk pile, taking both Sparx and Staff Head with it.

Random struggled against the drain. It sucked not only his energy; he felt it tearing through his program, shifting the balance. His evil side began to take control.

Kilobyte seemed to feel it. "Let the program take over, Random. It's all part of the plan…"

"No…" Random growled, trying desperately to push his evil down. Then, for half a second, he saw an opening. He didn't know how or why, but suddenly there was someplace he could shove his evil, somewhere, where it could never get back at him from. In that half a second, he decided to send it there.

Kilobyte suddenly felt a darkness spreading up his tentacles.

----

"What the hell!" the Master Programmer yelled as warning messages began popping up all over his screen.

"Your subscription to FirePlus™ firewall protection has expired. Please renew." One read. And there was a virus entering his computer. He quickly found the source.

"Kilobyte!" His face twisted in anger as he fully understood. "That damn cyborg!" They should've destroyed Random Virus in the first sequel! Somehow he'd gotten his program into Kilobyte, and now it was threatening _his_, the Master Programmer's, computer. He knew it'd totally destroy it. He'd programmed the virus himself. The only reason it hadn't destroyed Random was because he'd programmed him too.

"You're not getting on my mainframe… Let's just send you somewhere else…" he grinned as he looked up at one of the screens showing him what his creations were doing. He knew how this would play out. And it could still fit his master plan.

----

Ace pulled against Lord Fear again, but it didn't do a thing. His vision was slowly going black, his energy level counting down past the 10 mark.

A shaft of blue energy hit Lord Fear, who stumbled backward with a yell, dropping Ace back in the dirt.

Mark inserted himself between them. "Back off, Fear."

"You're very demanding today, mortal," he sneered. He extended his neck, sticking his face in Mark's. "Perhaps you should leave yourself, before you get hurt."

Mark flinched slightly, but swallowed hard, before pointing his wrist cannon at Lord Fear. "Perhaps you should."

Lord Fear pulled his neck back in. He'd forgotten about that.

"Ace, get to that device," said Mark, backing Lord Fear away with his wrist cannon.

"Right, kid." Ace gathered his strength and made his way across the junkyard. Sparx had disappeared beneath the junk pile with Staff Head and Kilobyte still had Random pinned. Ace only hoped the device would restore his power in time to help. He still had little confidence in his ability to take on Kilobyte though, even at full power.

Chuck came out from the pile of tires he'd been hiding behind. "Dude, are you ok?"

"Gotta get to the device…" Ace said. His vision was starting to tunnel.

"Yeah, I know. Hurry up; I need to make sure it's connected to that car battery properly. You need an actual power source to power up on after all!"

"Usually, yes," Ace replied, not sure whether Chuck was being entirely serious.

They reached the machine and Chuck checked it before showing Ace where to hold on. "Hang on, Ace," he said and flicked a switch. Power surged through the device.

Kilobyte ripped his tentacles off Random, leaving the cyborg to slump against the car hulk. His tentacles burned from the unexpected invasion that was now slowly beginning to creep up them.

He told him to get rid of it, send it somewhere else. He always told him what to do, and Kilobyte hated it, but he couldn't disobey him. This time, however, Kilobyte was happy to comply. _Send it where?_ The Master showed him.

"Head's up, dude!" Chuck said.

Ace looked at him, he still had hardly any strength, but the device was slowly restoring his power. Then he saw Kilobyte's tentacles reaching over to it. Chuck stepped quickly out of the way, understandably not wanting to be anywhere near them. They wrapped themselves around the device's intake, where it was sucking the car batteries energy in. Ace suddenly felt them adding a new type of power to the device's mix. Nauseating fear washed through him at the thought of anything Kilobyte had to offer and he wanted to tear his hands off of it. But it was power, and it felt, well, powerful. He needed more power to defeat Kilobyte. In the half a second before it really started to kick in, Ace decided to let it.

Chuck backed away, wondering what Kilobyte was playing at. Surely he realized touching that side of the machine would drain his own energy? There was a crash behind him and Chuck spun around, just in time to see Staff Head fly out of the junk pile, propelled by a blast of pink energy.

"Eeeee!" yelled Staff Head as he flew though the air. He'd rolled into a roughly circular shape, his head nearly touching the bottom of the staff, and spun like that until he hurtled into Lord Fear, knocking him to the ground and entangling him in the process.

Mark just stared wide eyed at the pile up. It had nearly involved him as well.

"You fool!" Lord Fear yelled. "Get off of me and help me destroy this mortal!"

"Sorry, your lordship…"

Mark suddenly realized they meant him and sent a shot of blue energy into them before they could disentangle.

Sparx came out seconds later on the Lightning Flash. It was spewing smoke and was obviously damaged. "Alright, what's going on?" she asked Chuck. The battle scene had changed quite a bit since she'd gone under the pile of junk.

Chuck shrugged.

"And I thought you were the smart one…" growled Sparx, rolling her eyes. She saw Kilobyte next to the machine and blasted him off it, deciding it was best to go with the 'shoot the nearest bad guy' strategy. "Party's over ink head! Go back to your twisted carnival."

Ace finally took his hands off the device. His power was back at 100. He looked at his hands as the electricity crackled over them.

"I might just do that…" said Kilobyte.

Everyone looked at him then. Kilobyte backing down?

Lord Fear realized Mark's attention was off of him. "There's no point hanging around, not if even Kilobyte is considering fleeing," he said to his staff. "It we're lucky they'll destroy him for us."

"O yes, a strategic retreat, how clever!"

Lord Fear climbed quietly onto the Doom Wagon and flew off.

"Yes…" Kilobyte continued, "I will. But first I would like to ask Ace Lightning if he'd like to come too."

"What sort of stupid question is _that_?" Sparx burst out. "Just blast him, Ace!"

Ace didn't seem to hear her, his attention fixed on the sparks of electricity playing over his hands. He looked up at Kilobyte.

"Ace…?" asked Mark. Something really weird was going on.

Kilobyte smiled. "You feel the power, don't you? Why should you use it to protect such weak mortals?"

"Because…" Ace tried, but faltered off. He looked back at his hands. He had so much power, why hadn't he really noticed before?

"Trust me, they are not worth it. I am powerful, join me and we can rule this world together."

"Okay, now you've _really_ lost it," said Sparx.

Ace looked between his hands and Kilobyte. He had a point. He suddenly felt something stab into his mind.

Random shook his head and pushed himself back up. Kilobyte's energy drains could really knock you for six. What was going on? Everyone had seemed to stop fighting and were just standing around. All watching Ace.

Ace put his hand to his head. It made sense. But his emotions told him it didn't. But then they told him it did.

"Ace, why are you even listening to him?" said Sparx, a note of desperation in her voice. "Blast him!"

"And why can't you!" growled Ace, whirling around on her. "Or are you afraid you're not strong enough to pull it off?"

"What!"

"My mistake for picking a girl for a sidekick…"

Sparx just stared at him. "Excuse me…?"

"Dude, something's gone screwy," said Chuck, trying to balance his computer in his arms so he could see what was going on.

Ace looked at his hands again, making them into fists. "I should blast you all now," he growled.

"Ace, just calm down," Mark tried.

"Be quiet, mortal!" Ace swung his wrist cannon around, pointing it straight at Mark.

"He does have a point," put in Kilobyte, obviously enjoying himself. "There's a time for everything, Lightning, and luckily for them theirs has not yet come."

Ace lowered his arm.

"There will be plenty of time for blasting later. Come, I promise you, we'll find a worthy use for your power."

Kilobyte jumped on Fred and flew off into the sky.

Ace glared at everyone before following.

"Ace, wait!" Mark shouted after him, but he probably didn't even hear. "Chuck, what's going on?"

"I don't know!" said Chuck, nearly dropping his computer. He grabbed it before it hit the ground. "Ace flew off before I could get a look at his program."

Random rolled over. "Is it just me or did Ace just fly off with Kilobyte?"

"Ah… hello? Where have you been?"

"Half-unconscious," Random growled in reply. "I take it then that this is _not_ some insane plan to infiltrate the evils?"

Mark, Chuck and Sparx just looked at him.

"Just checking."


	3. Chapter 3

**A/n:** Yeah... this is the next chapter... :P

* * *

"Something must have really gone wrong," said Chuck. They had all gone back to the Thunder Tower. They had even managed to convince Random to come along, though he was still worried his evil side might take over. "Ace Lightning is _not_ supposed to turn evil. He can't."

"Newsflash, Chuckdude," cut in Sparx. "It looks like he just has."

"He's turned into a zombie before," Mark put in.

"Yeah, because he got bitten by Zip and Snip. They weren't even there! And zombies only take orders. They don't try to blast you of their own accord and personally insult you."

"I don't think he meant it, Sparx," said Mark.

"He better not have. Are you two sure you built that thing right?" Sparx asked turning to Random and Chuck.

"Um…" said Chuck.

"Perfectly," said Random. "The only way it could mess Ace up is if something got into it, like a virus."

"You mean Kilobyte could've put something in there?" Mark asked.

"He'd have to actually get a hold of it."

"He did," said Chuck and Mark simultaneously.

Random growled. "Then there's your problem."

"Well if he's got a virus or something in him, we've got to go get him and get it out!" said Sparx, dragging out the Sword of Jacob.

"Viruses can be rather difficult to be rid of," said Random. "Trust me on this."

"If I can see what it is exactly that's gotten into him, I might be able to remove it," said Chuck. "But I'm going to have to get a look at his program."

"Well let's go _find_ Ace. And look at his program if you need to. What are we sitting around here for?"

"Ace is with the Evils," replied Mark. "We can't just rush in there. We don't know whether he'll be fighting with them or not. They're powerful enough already."

"Ah, yeah, we don't know. Isn't that why we should be going and finding out?"

"Well, not now. You guys need to power up, and we've got to get home. It's getting late."

"Um, hello? What about Ace? We can't just leave him there."

"The kid's right, Sparx," Random interrupted. "We can't just rush in. We need to be ready for this, and we need to be ready for the possibility that we may have to fight Ace."

"Hey, I'm just worried about him, alright?" Sparx finally put away the sword.

"Don't worry, we all are," said Mark. "Look we'll meet up with you guys tomorrow after school. Hopefully we'll be able to work this out."

----

Lord Fear looked up as Kilobyte thrust open the doors of the Haunted House.

"Oh no, he's back!" grumbled Staff.

"Kilobyte!" said Fear loudly so as to drown out Staff Head. "I'm so sorry! I thought you had everything under control…"

"Be quiet!" growled Kilobyte. "You are nothing if not useless, Fear."

Lord Fear looked worried. He really did not want to be on the wrong end of Kilobyte's tentacles.

"Fortunately for you I will let you live, for now. Perhaps our new friend will be able to show you how things should be done. That is…" Kilobyte glanced over his shoulder, "if he can prove himself worthy of being an evil."

"I can do better than that," a voice said behind Kilobyte.

"You know, if I didn't know better, I'd say that sounded like Ace Lightning," muttered Staff Head.

Which was when Ace stepped around Kilobyte and into view.

"Ace Lightning!" shouted Lord Fear, aiming Staff Head at the Knight.

Kilobyte pushed the staff away with a tentacle; meanwhile, Ace didn't even flinch.

"At least show our new evil some respect, Fear," he smirked.

"But, he's Ace Lightning!" said Staff Head. "He's not evil!"

"No, I wasn't," Ace cut in. "But I'm sick of wasting my powers on protecting the mortals. They don't deserve it."

"But, Kilobyte!" protested Fear. "You can't trust Ace Lightning. He's a superhero! He's not just going to up and decide to become evil."

"Nevertheless he has. And as your performance has been less then satisfactory as of late I thought we could do with some competence. From now on, Fear, you can take your orders from Ace Lightning. Maybe then things will work a little better around here." With that Kilobyte turned and left, ignoring Lord Fear's stunned expression.

Fear finally recovered and glared at Ace, who seemed to be _gloating _at him. "I don't know what you're playing at, Lightning! But I am not as daft as Kilobyte. You're up to something. Why else would you _pretend_ to be evil? Trust me, you won't pull it off."

Ace was suddenly in Lord Fear's face, grabbing him around the collar. "I _am_ evil!" he growled. "Try and remember that. Or I'll be forced to show you."

Fear's eyes widened. Ace was never one to get so angry so quickly. _Must be those pathetic human emotions._ Still he wasn't going to let Ace get the better of him. "Really, what are you going to do? I'm sure Kilobyte wouldn't be happy if you destroyed me in a rage, whatever power he has given you over me."

"Fine," said Ace, suddenly smiling.

Three seconds later Lord Fear and Staff Head were hurled out of the Haunted House doors, where they landed in a heap out the front. "Go find a dog house or something, Fear," Ace called after them, before going back inside.

"I think we _are_ in the dog house," Staff muttered.

"Oh, shut up!" growled Fear, bashing the staff into the ground.

"Ow!"

Lord Fear got up and brushed himself off. Perhaps he'd go kick Duff out of his van.

----

"Mum, Dad, I'm going out!" Mark yelled as he headed to the door.

"Have you finished your homework?" his Mum's voice came after him.

Three paces before he reached the door. Mark winced before replying. "Yes."

"You've only been home for half an hour," she continued, walking into the front hall and glaring pointedly at her son.

_Great_, thought Mark, now he had to think up an excuse and sound convincing. That was _really_ difficult with his mother looking at him like that. "I didn't have much."

"Really?"

"Yes, I did all of it yesterday and I didn't get much today."

"I should hope so. If you get grades as bad as some of the ones you got last year…"

"Mum, I won't. I promise."

"Good."

"Ah… okay, bye." Mark left, aware that his mother was still watching him.

He got to the thunder tower fifteen minutes later. They'd left going after Ace for almost a whole day. But it probably wasn't a good idea to jump in, not knowing what had actually happened to him. Mark could still feel the jolt of fear as Ace had turned that wrist cannon on him. Ace _didn't_ do stuff like that.

"Sparx, when was the last time you had this upgraded?" Random was asking Sparx. The Lightning Flash floated above his head, a few bolts and a panel were scattered on the ground around his wheel.

Chuck was already there. He waved at Mark as he came in, before going back to fiddling with his computer.

"Hey, I like the 'Flash the way it is. There's nothing wrong with retro."

"Unless it's falling apart…" Random grumbled as something fell out of the bottom of the machine and rolled out of his reach.

"Everything all right?" Mark asked.

"Aside from waiting too long, yes. Oh, and Random's complaining about me not taking care of the Lightning Flash," Sparx replied, not missing the chance to glare at Random.

Random was ignoring her and looking at the panel on the floor. He bent over slightly and tried to swipe it up in his left hand, but only managed to touch the edge and knock it further away.

Mark went and picked it up. "Here."

"Thanks, kid." Random shoved the panel back onto the bottom of the Lightning Flash. "It should work a bit better now, Sparx."

Mark didn't bother to tell Random there were still bolts and a few other bits and pieces lying around. Random didn't seem to care anyway.

"Yeah, thanks. Can we go check on Ace now?"

"I didn't know you cared so much, Sparx," came a voice from above.

Everyone looked up to see that Ace had just flown in through the open roof.

"Ace, dude!" said Chuck nervously. "We were worried about you, man."

"Oh, be quiet, mortal!" growled Ace, before turning his attention to Random and Sparx. "I thought seeing as I previously thought of you two as… friends, that it's only fair to warn you. I've changed sides. And now that my power is with the evils we will be undefeatable…"

"Ace," said Random, cutting him off, "whatever Kilobyte's told you, there is no 'we' in evils."

"Shut up! I'm not finished yet!"

"Yeah, Ace, I don't know what you're trying to pull or what happened back at the junkyard, but you can't trust…" Mark started trailing off as he saw Ace raising his fist. But Ace wouldn't shoot him. A blast of electricity shot out of the Knight's wrist cannon. Mark only really registered what had happened as Sparx's sword swished inches in front of him and deflected the shot, sending it back close to Ace.

Ace looked angry. "So that's the way it is, huh, Sparx?"

"Hello! You just tried to kill Mark!"

Ace didn't seem too fazed by that piece of information. He shrugged. "He's just a mortal."

"Lightning Knights don't attack mortals, Ace," Random growled.

"I'm not a Lightning Knight anymore. I don't need to waste my time trying to protect weak mortals who can't do it for themselves."

"So you attack them instead?"

Ace seemed to think about that, but then smiled. "Nothing wrong with a bit of target practice." He looked at Mark, who only just seemed to be recovering from shock. "It's all their good for. I can't believe I ever thought of one as a Lightning Knight. Or a friend.

Look, I'm warning you. For old times sakes. Give up, or we'll wipe you off the face of this world."

"Just because you're on the other side doesn't mean we won't fight you," said Random.

"And kick your butt," added Sparx. "But that doesn't mean we _want_ to."

"Fine!" Ace shouted angrily. "See if I care. You're all going to be destroyed anyway!" He turned and flew out of the roof.

"You okay, Mark?" Sparx asked.

"Ah… yeah, I'm fine."

"Whoa… dude." Chuck was staring at his computer screen.

"Chuck, it's really not the time…" grumbled Mark.

"No, I took a look at Ace's program while he was here. Human emotions may have messed it up a bit, but there's something else in there now. Something… darker."

"Well, what is it?" demanded Sparx. "Spit it out, Chuckdude!"

Chuck threw his hands in the air. "I don't know! It's all loops and random variables and… messy."

"Let me look at that," said Random. He rolled around behind Chuck and stared at the screen.

"Any idea what it is?" Mark asked.

"I think so," Random growled. "Chuck, take a look at my program."

"What?"

"Just do it, I need to see something."

Chuck clicked a few buttons. "Um… dude, looks like there's holes in your program. Nothing bad, but you're definitely missing something."

Mark suddenly had a really bad feeling. "Random, when was the last time your evil side took over?"

"Not since back in the junkyard."

"What… Random's evil side is in Ace!" Sparx practically shouted.

"It is?" said Chuck, then looked at his computer screen. "Okay, that's bad."

"Kilobyte must have gotten it off you somehow, Random. And then he touched the machine to transfer it into Ace," said Mark. "It certainly explains a lot of things."

"What'd you go and give Kilobyte your program for?" demanded Sparx.

"I did not _give_ it to him. I would not give that program to anybody. Not even to Kilobyte and especially not to Ace!"

"Hey, okay, you didn't give it to him, it's not your fault," said Mark quickly.

"No, it's Kilobyte's," Random growled. "He could've put it back in me if he wanted, but he had to give it to Ace."

Chuck's chair screeched as he shifted nervously away from Random. Random looked at him and then rolled out of his way.

"So what are we supposed to do?" Chuck asked once he felt Random was a safe distance away.

"We go to the carnival," said Random, determinedly "Find Ace. Find out what Kilobyte did and how to fix it."

"Well, it's about time," muttered Sparx.

-----

Ace landed in the midway of the carnival. There didn't seem to be any activity. He made his way up to the Haunted House. He needed to power up and the electricity in there was the most reliable.

"Ace Lightning, I see you have returned."

Ace started as Kilobyte slipped out from behind one of the stalls. "Kilobyte…"

"Were you planning on telling me where you went?"

Dirty Rat flew up next to Kilobyte. "Yeah. The boss wants to know where you went. And don't try telling him any lies, I saw everything, and I've already told him!"

Kilobyte brought out a tentacle and slapped the rat into the dirt.

"Ow…"

"Well?"

"I just went… I was going to the thunder tower to work up Sparx and Random. Shake their confidence…" Ace trailed off. Stupid Lightning Knights. Why'd he even bother trying to warn them? They didn't deserve it.

Kilobyte's tentacle wound its way out and around Ace's arm, before starting a slight energy drain. "You and I both know that wasn't why. Human emotions make you weak, Lightning. Like friendship. Forget it, they are not powerful. Unfortunately you do have them, so perhaps you should work on ones like hate. I'm sure you can put that one to good use."

"I'm not going to allow emotions to make me weak…" growled Ace. Kilobyte was powerful; he could feel him slowly sucking his power.

Kilobyte tightened the tentacle. "You'd better not be. You work for me now. Show me that your power is worthy enough, or I will destroy you." He let Ace go and walked back over to the Ferris wheel, dragging himself up with his tentacles and disappearing into the structure.

Ace waited until Kilobyte had disappeared to rub his arm.

The rat flew up from the ground and shook his head to clear it. "You shouldn't betray Kilobyte, you know. I don't think he likes it."

Ace fired a lightning bolt at Dirty Rat.

"Eeee!" The rat flew off hastily.

"Stupid rat," Ace growled. He would've blasted him into oblivion if he'd had enough power.

When he walked into the Haunted House he was not in the best of moods. Lady Illusion had been watching from the front door.

"Ace, are you alright?" she asked as he stormed past her.

"Need to power up," he growled.

"Oh, look!" said Staff Head as they walked in. He was sitting watching the television with Lord Fear. "If it isn't the traitor and her boyfriend!"

"Out!" said Ace in their general direction. He ignored them apart from that and touched his hands onto the massive power switch that hung on the wall, pulling power from it and into his body.

"As if Kilobyte's not enough…" Lord Fear grumbled. He slunk out the door with Staff Head. But not without taking the time to glare at Lady Illusion, passing out the door disconcertingly close to her and allowing Staff Head to let off a few sparks of energy almost in her face.

"Your time will come, m'lady," Staff Head snickered.

Ace took his hands off the energy supply. He'd been too busy to notice the almost-confrontation. "They gone?"

"Yes," she replied, deciding to ignore Staff Head and Lord Fear for the moment. Lady Illusion still wasn't quite sure how to take Ace now that he'd joined them. Something had changed; something _had_ to have changed for him to even consider giving up trying to save the world.

Ace stepped across the room. "Good." He took her hands in his, a few sparks jumped between them.

"Ace… is this a good idea? What if Kilobyte or Lord Fear comes in?"

"They won't. And it doesn't matter now. We're on the same side."

"That's true… but Lord Fear still won't like…"

Ace grabbed her other hand, intertwining his fingers with hers. "Forget about Fear…"

Lady Illusion looked at him and then smiled.

Ace smiled back and pulled her close to him, pressing his lips against hers. Sparks flew as they dragged each other closer.


	4. Chapter 4

Outside of the Carnival of Doom, a large 4WD pulled up.

"We should've waited until it was dark," Random grumbled as he almost tumbled out the back end of the vehicle. He managed to balance himself as he landed, grabbing onto the back of the car with his claw.

"Dude!" exclaimed Chuck, almost falling out of the drivers side himself. "Watch the paintwork! This is my mum's car!"

Sparx flew down on the Lightning Flash, skidding through the air to a stop just above the vehicle. "You guys took your time."

"We do have to stop for traffic lights, you know," Mark pointed out, slamming the door to the passenger side shut.

"Whatever. Let's just find Ace."

Together they walked into the carnival.

"Looks quiet…" observed Mark.

"Too qu…" Chuck started, then shut his mouth as Mark gave him a funny look.

Sparx dragged out the Sword of Jacob. "Right, let's get a move on then."

"Googler's going to google you all!" came the voice of Googler. Seconds later he came bouncing out into the midway, laughing hysterically.

"Great…" grumbled Mark, lifting up his wrist cannon.

Sparx immediately fired a blast at the spiked ball.

Googler just kept laughing and dodged the blasts, before hurling himself towards them.

Random rolled in front of them and swung his claw into Googler.

"Whoaaaaa…!" yelled Googler as he sailed across the carnival and crashed into one of the sideshow booths.

"Nice shot, dude!" exclaimed Chuck.

At that moment Lord Fear came around the corner on the Doom Wagon.

"Oh no…" said Chuck.

"Look what the cat dragged in, m'lord!" said Staff Head.

"Yes, we'll just have to dispose of it won't we?" Lord Fear replied.

"Where's Ace?" Random demanded.

"You expect me to baby-sit that muscle bound moron? If you must know, he seems to be having a bit of fun with Lady Illusion."

Sparx made a disgusted face. "Right, now we _know_ he's gone crazy…"

"Enough small talk!" said Staff Head. "Let's blast 'em, m'lord. Teach them to invade your carnival."

"Yes, lets," grinned Lord Fear, powering up the staff.

"Lightning Flash! To me!" Sparx called the machine, leaping onto it as a blast of green energy hit where she'd been standing seconds before.

Googler bounced out from where he'd landed and uncurled. "Googler's going to get you good, this time!" He curled back up and bounced towards Mark, Chuck and Random.

Mark fired a few blasts of lightning at him, one finally made contact, throwing off the bounce and causing the clown to fly up into the air.

Googler landed back on the ground and uncurled again. "Lightning brat's quick! Let's give him something smaller to play target practice with!"

Zip and Snip flew off Googler's arms and whizzed around the air.

"Oh great…" muttered Mark. He fired a few more blasts at the puppets, but they were too fast.

Googler laughed. "Zip and Snip are way too quick!"

Chuck ran up next to Mark with a piece of wood. "Least you've got a proper weapon!"

"It's not doing much good…"

As if on cue the Ferris wheel began to glow, rings of energy seeming to spread along its spokes. Seconds later Kilobyte dropped to the ground.

"We could use some help, Random!" said Mark as he fired another lightning bolt at the puppets. It missed and they continued to whiz around in the air, spouting off nonsense.

"Can't get me!"

"Too slow! You're too slow!" screeched Snip, and then was suddenly hit by Chuck's plank of wood. "Ow…!"

"Alright!" Chuck did a quick victory dance.

"Looks like you're doing fine…" said Random, sounding distracted. He'd just seen Kilobyte emerge from the Ferris wheel. "Now if you'll excuse me, I think I might go have a word with Kilobyte…" He rolled off across the carnival.

"Hey!" protested Mark.

"Heads up dude!" yelled Chuck, cutting off anything else Mark might have been thinking of saying.

Zip rushed Mark, "Snack time!" then flew out of the way as Chuck took a swing at him.

Chuck actually came closer to hitting Mark.

"Hey!" said Mark again, more indignantly this time.

"Sorry, dude!"

Sparx continued to attack Lord Fear. The sword and staff clashed against each other, blasts of energy flying off in all directions.

Random ignored them, even as a wayward blast of green energy plowed into the ground right next to him. His gaze was fixed firmly on Kilobyte. It was his fault that the program had transferred itself into Ace. He'd sucked it out with his tentacles and then shoved it into Ace's head. Random pointedly ignored the voice that told him Kilobyte would never have gotten the program if he hadn't let him.

Kilobyte saw Random coming and grinned. "If it isn't the Virus. Have you come to join your friend?"

"No," Random growled.

"Yes, that's right; you don't have any friends, do you?"

Random finally reached Kilobyte. He brought himself to a stop, even though every part of him wanted to attack Kilobyte _now._ He tried to calm his voice before replying, "I've come to take him back. Stand in my way and I will destroy you."

"Oh, I'm not going to stand in your way," smirked Kilobyte. "You can try take Lightning back anytime you want. Somehow I think he's the one you'll have to get through. But that would seem to defeat the whole purpose, wouldn't it?"

Random didn't respond immediately, instead he stared coldly at Kilobyte.

At that moment Ace wondered out of the Haunted House, followed by Lady Illusion. It was hard to ignore the noise of the battle outside.

Random didn't see them; his gaze was too firmly fixed on Kilobyte. "I know what you did to him, Kilobyte," he finally said, "My evil program is inside of him and you put it there. Why'd you do it?"

"You make it sound like I've done something wrong," said Kilobyte. "You were the one who gave the program to me. I simply gave Lightning the strength that you could not control."

"And what do you think it's going to do to him? I can't handle it, no one can handle it!"

"Maybe you're the only one who can't control it," growled Ace, alerting Random to his presence. So Random's evil side had been what had pushed him to finally put his power to a worthy use. And to think the cyborg had been unable to control it. Ace felt rage building up inside of him at his so-called friend. The coward hadn't deserved the power in the first place.

"Trust me, Ace. You don't want it. I know you think you can control it. But you can't."

"Don't lie to me!" shouted Ace, his anger finally brimming over. He flew into the air and came down almost instantly so that he was right in Random's face. "This thing is strength. And I _can_ control it. I'm controlling it now!"

"Just take a look at where you are. You're fighting with the Evils. It's not right, and you know it."

"Right?" Ace spat out. "You of all people are trying to tell me what's right? What are you going to do next, start quoting the code? You wouldn't know what was right if it came up and smacked you in the face. No, not you, the pathetic excuse for a Lightning Knight who hides in a junkyard, wasting his strength. Well, I'll tell you something, Random, I'm not going to waste it. And don't you dare try and tell me what to do with something you could never control!"

"Ace, I'm trying to help…" said Random, trying desperately to ignore his friend's words.

"I don't need your help!" Ace shouted.

Random started, as he realized how many times he'd said those very same words.

"You _can't_ help me. You couldn't help yourself! Go back to the junkyard, you can't help anybody! You're worthless!"

Random felt each word cut into him. Even knowing Ace only said them because of what was now inside of him – it was still Ace. And it still took Ace to say them. And Random had given him the thing inside.

"Well, Random Virus, aren't you going to take your _friend_ back now?" said Kilobyte. He looked quite pleased with himself.

Random ignored him and tried to gather every last bit of his will to try again. He wasn't going to let Ace have to end up dealing with his evil. "Ace…" but his voice came out faltering; it almost sounded like he was begging.

Ace cut him off by grabbing his jacket collar and dragged him so they looked each other right in the eye. "Go back to your junkyard, _old friend._"

Random broke eye contact, partly because the look in Ace's eyes was one he'd only seen in a mirror, partly from shame.

Ace released him and shoved him back.

Mark had stopped shooting; he'd realized that he was only wasting his wrist cannon's energy by blasting haphazardly at the puppet still darting around.

"Dude! C'mon, give me a hand!" said Chuck, swinging his plank of wood erratically through the air, trying to hit Zip.

"Hang on,Chuck." Mark took a step back. He leveled his arm in his friend's direction. Zip kept darting around, laughing and taunting Chuck. Mark waited, trying to steady his breathing, then shot off a blast of energy. It hit Zip, knocking the puppet away.

"Ow! That hurt…" said Zip from the dirt before he faded out.

"Took you time!" grumbled Chuck, not quite finished freaking out.

"Looks like Googler's got to do some googling!" The clown curled himself up into a ball and bounced towards Mark and Chuck again.

"Mark!" shouted Chuck, realizing that his plank of wood was going to do him little good.

Mark fired another blast of lightning, but there was hardly any energy in it.

Googler was barely slowed down by the blast. He laughed. "Little Lightning Knight's all out of power!"

Perhaps Googler wasn't so crazy after all.

He hurled himself at them again. Both of the boys dodged to either side as Googler bounced between them, still laughing like a madman.

Chuck found himself nearly running into Random Virus. But the cyborg virtually ignored him, and just continued rolling towards the gate.

"Where are you going!" asked Chuck.

Random didn't answer.

"Random!"

"Chuck, watch out!" shouted Mark, dragging Chuck's mind back to the battle. And the spiked ball hurling straight towards him.

Chuck yelled and covered his head.

A blast of purple lightning intersected with Googler, just meters in front of Chuck. The clown screeched before dissolving.

Half a second later Mark ran to Chuck's side, half crashing into him. He'd been attempting to tackle his friend out of the way but Sparx had made that unnecessary and he hadn't had the time to slow down.

"You okay?"

"Yeah."

They both looked up to Sparx, but she didn't have time for talking. Her attention was back on Fear, but the distraction had cost her.

Fear plowed the Doom Wagon into the Lightning Flash, causing the smaller vehicle to spin out of control.

"Hey!" yelled Sparx, as the Lightning Flash flipped almost upside down and fell towards the earth. She managed to roll it at the last minute, its underside spewing out a blast of energy just in time to stop it crashing. She spun it back around to face Fear. She could still take him down.

Suddenly Ace was next to him in the sky.

"Oh, not you!" grumbled Staff Head.

For half a second, Sparx almost thought he was there to help.

"Leave her to me, Fear," Ace growled.

"And let you have all the fun, Lightning? I think I can handle one fiery upstart."

Sparx blasted Fear while he was still looking at Ace. "Eyes on the battle, boneman."

"Bad move, Sparx," stated Ace. He shot a bolt of lightning at her before she could get her sword on him. This time, she was knocked off the Lightning Flash. She landed in the dirt, the Sword of Jacob falling next to her.

"Sparx, are you okay?" asked Mark, rushing to her side.

"Fine." Sparx sat up, but her body had started flickering. "Where's Random gone?" she asked, looking around. Sparx might not have been willing to give up, but at least she had the sense to look for help.

"He left," stated Chuck.

"What?" Mark asked. "Why!"

"I don't know! He wouldn't talk to me."

"That coward's not going to help you now, if he ever could!" shouted down Ace. "You're on your own."

"That _coward_ is supposed to be your friend, Ace!" Mark shouted back. "And you're supposed to be a Lightning Knight."

"Shut up, mortal," Ace growled.

"This mortal's your friend too."

Ace blinked. For just a second, Mark almost thought he could bring him round. "Come on mate…" he said quietly.

"You won't be after I snap your neck."

"Enough!" boomed out Kilobyte's voice over the carnival. "I suggest you leave, you've lost this battle."

"Not yet we haven't…" growled Sparx, trying to get up. Her body flickered sharply.

"Dude, I think he's got a point…" said Chuck.

"And what about Ace?"

"We can't help him if he kills us!"

"Fine," Sparx replied. "Lightning Flash, to me!"

"Yeah, run away…" grumbled Ace, knowing too well that Kilobyte didn't want them destroyed just yet.

Sparx glared at him. "We'll come back." It was as much a threat as a promise. She got on the Lightning Flash and flew out. Slowly for once, making sure both Mark and Chuck came out safely.

Mark kept glancing back over his shoulder, right at Ace. Ace eventually got annoyed and powered up his wrist cannons slightly as Mark looked back again. The kid got the message and didn't look again, just left as quickly as he could.

"You know we could have destroyed them!" Fear shouted at Kilobyte.

"You had a chance to destroy Sparx," Kilobyte pointed out.

Ace laughed at Lord Fear.

"And you still have to watch your emotions," the next comment was directed at the superhero with a growl.

Ace stopped laughing; it was Fear's turn to smirk.

"Or they will destroy you." Kilobyte added.

Able to do nothing else, Ace just nodded.

Kilobyte returned to the Ferris wheel then. When it had done its task, a program really didn't seem to have a reason to be running.

"I suppose you want the Haunted House…" Lord Fear grumbled.

"Yes," said Ace simply, and flew down. Perhaps he'd had enough bickering for now.

"I suppose it's back to the caravan then, m'lord?" asked Staff Head.

"I suppose it is."

----

"You really took care of Random Virus," Lady Illusion stated as Ace landed beside her.

Ace shrugged. "He deserved it."

"Because…?" she prompted. It wasn't so much _what_ Ace had done that was bothering her. But that it was _Ace_ who had done it. Even with human emotions, she just didn't expect him to say those things to someone he called a friend.

"He misused his strength," said Ace. "Why are you asking?"

"It just doesn't seem like something the Ace I know would do."

"I've changed," Ace replied, reaching out to hold her arm, "you know that."

Lady Illusion took half a step back. "Well, I'm not so sure I like it."

"What's that supposed to mean!" Ace demanded.

"It means I loved you when you were… Ace. He was who I fell in love with. Right now you're not really acting like him."

Ace stared at her, for a moment lost for words. Lady Illusion could almost see the thoughts and emotions flitting behind his eyes, raging just beneath the surface.

"You can't not love me!" he burst out. "I _am_ Ace Lightning! I'm not the coward I was before, I'm stronger! You should love me more for what I am _now_!"

Lady Illusion just shook her head. "I don't think it works that way, Ace. I'm sorry." And then she morphed out.

"Hey!" Ace yelled, making a last attempt to grab her. All he got was a handful of sparkling light; and that too faded seconds after. Lady Illusion had gone. Ace stared at his hands, part of him willing the light, willing _her_ to return. But she didn't. "Fine then!" he shouted, and stormed into the Haunted House, slamming the door behind him.


	5. Chapter 5

"So, what now?" Chuck asked Mark as he pulled the car away from the carnival. Sparx had already left, having seen to it that Mark and Chuck were out safely. She had been trying not to show it, but she desperately needed to power up.

Mark sighed. "How should I know?" He pulled his wrist cannon off his arm and threw it up on the dashboard. "Seemed like he was pretty sure he wanted to be evil."

"Random seems pretty sure he's evil… sometimes. It's in the program."

"Ace seems to seem sure _all_ the time. It's like…" Mark trailed off frustrated. "It's still Ace in there," he finally added. "He just seems convinced that he has to use his power right."

"And because he's got Random's evil side, he's applying that logic to what he thinks the right way is."

"Speaking of Random's _other _side…"

They both saw the cyborg rolling along the footpath at the same time. Chuck pulled up; bringing the car to a halt just after one of the front wheels climbed the curb. Random had to have heard them, but he didn't stop.

Mark opened the car door. "Random!"

"Right, something's going on…" he muttered when Random didn't reply. He climbed out of the car as Chuck turned off the engine. "Random! Wait!" Mark had to get right in front of him and just stand there before the cyborg finally acknowledged he was there. Mostly because he would've had to run him over if he wanted to keep moving.

"What?" he finally said.

"Well… you just left us there. In the middle of a battle!" said Mark, his voice getting steadily louder. "Googler could've killed us, and we were supposed to be helping Ace."

"I guess you just can't trust me then, can you?" Random spat out.

"We _were_ trusting you."

Chuck came and stood next to Mark then. "Dude, what happened anyway?"

"Nothing _happened_, alright!" Random growled. "So, what? You thought you could trust me, just because I didn't have my evil program? Well, you were wrong. I'm just the same as I was then. I'm too messed up to help you!"

Mark had a feeling in his gut as he remembered Ace saying almost the same thing.

"_That coward's not going to help you now, if he ever could!"_

"Who told you that, Ace?"

Random glared at him then looked away.

"He's not in control, Random. You know that. Anything he said he didn't mean."

"Did it look as if he meant it when he tried to blast you?"

Mark opened his mouth to say 'no,' but stopped. It certainly looked like Ace had had it every bit in mind to destroy him. Only Sparx had stopped the lightning bolt from hitting him.

"Didn't think so."

"What does it matter anyway?" blurted out Chuck. "Whether he meant it or not, I mean. It doesn't matter, 'cause it's not true."

Both Mark and Random looked at him.

"You still gotta try and help him," he added now slightly nervous that Mark and Random were looking at him like he'd said something intelligent.

"I tried to help him already. It didn't work. He didn't let it work. Why should I try again if he won't _let_ me help?"

"Because he's your friend," said Mark bluntly.

Random looked away again, seeming to glare at something in the distance.

"Look, Random, I know he must've hurt you. But that doesn't mean you give up on him. He's never given up on you."

Random's glare into nothingness softened for a moment.

"I _can't_ help him," he finally said, "even if he'd let me." And then he pushed past both the boys. Not fast enough to hurt either of them; moving at all was enough to convince them to get out of the way.

"Random! We _need_ your help!" Mark shouted after him.

Random ignored him, and rolled around the corner that led to the junkyard.

"Leave him, dude. We're not getting any help from him at the moment."

"And how to you figure that, Chuck?" spat out Mark, now thoroughly frustrated.

"Well… sheesh, I guess he was right when he said he'd lost his trust. He _still _can't trust himself, obviously," Chuck replied, slightly startled by Mark's anger.

"Dammit!" Mark growled, partly at the situation and partly at himself. Then turned and slammed his fist into the metal fence beside him.

"Um… you okay?"

Mark took half a second to reply. "I'm fine. Aside from just about breaking my hand… Let's just go." He turned and headed back to the car, not even waiting to see if Chuck was following.

Chuck sighed. "Oh boy, this is _really_ messed up." Then followed Mark back to the car.

----

Ace sat in the Haunted House. Alone. A million thoughts rushing through his mind. None of which, he kept telling himself, mattered. Because now he was powerful, and he didn't need anything his mind kept telling him he did.

Kilobyte was right, emotions were weak. Ace didn't need them. So he'd just ignore them. But it wasn't that easy. A part of him wanted them. And a part of him just couldn't handle being alone with them.

_Coward,_ his mind screeched at him. Ace tried to ignore it. What good was power if he was left alone? With no one to use that power to help. Ace looked at his hands and let the electricity crackle out of his wrist cannons and across his fingers. A smile played at the corners of his mouth as he realised what he was thinking. He wasn't evil. Random could fight this program, so he could he. He just had to tell it no.

Ace breathed in deeply. _Tell it no._ "I'm… _not_… evil…" And then felt a wall of darkness crash into his mind, into his emotions, and start to tear them apart like a wild Hellhound clawing for a grip. Only the thing it had clawed into couldn't hold it, had never been designed that way.

Ace groaned and fell to his knees, gripping his hands into his hair. "Shut up!" he shouted at the voice in his mind. And then everything seemed to flip, the voice was telling him to shut up. And then he couldn't tell who was shouting what, only that it felt like it was tearing him apart.

----

The Master Programmer looked at the screen that showed the Lightning Knight held to the ground by some invisible force. His other screen showed exactly what was going on, if you could understand it.

"You made a mistake trying to fight it," he said dispassionately. "You'll only make it fight harder." He observed the struggle for another few seconds and the then glanced back over to the screen that showed Lightning's program being slowly torn apart. A half smile crossed his face. "You're too good to give up, aren't you? Just how you were programmed." The smile grew into a grin. "You're no use to the evils now. No use to anybody."

The CD tray opened and the disk labeled 'Kilobyte' fell into it.

"Time to destroy Ace Lightning." The programmer laughed.

----

Kilobyte landed on the dirt of the carnival. The instructions were clearly burned into his mind. "Destroy Ace Lightning. Now." They had to be obeyed.

As he entered the Haunted House he was reminded how weak and pitiful human emotions were as he saw Lightning on the ground.

A tentacle would its way to the Knight and dragged him to his feet. "So, Lightning. You've let you're emotions get the better of you. And now they are causing this program to destroy you. You have proved your weakness and so it sees it as its duty to destroy you." Kilobyte wasn't sure if he'd heard. Ace was just slumped in the grasp of the tentacle. But Kilobyte could feel the inner struggle, raging just beneath the surface.

The easiest way to dispose of Lightning would have been an energy drain, but after what had happened with Random, Kilobyte wasn't willing to try that. The program would destroy him easily enough. He'd just have to get him out of the way and let the program finish its job.

_So this is how the hunt ends. _

Outside, the massive form of Fred set down outside the Haunted House, having responded to its master's call. It took Ace Lightning into its oversized claws, waited for Kilobyte to climb on, and then took to the sky.

From behind one of the sideshow booths there was a small flash of light. Seconds later an owl landed on top of it, its wide eyes watching everything intently. As soon as Fred took off, it followed.

----

Mark stared at his computer, his half finished assignment up on the screen. Okay, so it wasn't actually half finished. In fact, it was only the introduction that was half finished. But he just couldn't think about an English essay at ten o'clock at night, far less on _this_ night.

Mark shut his eyes, blocking out the glare from the computer. How had his life gotten so messed up? He was a teenager at school; a half-finished English assignment should be worrying him more than anything else.

His thoughts were interrupted by the bleep of his phone. Mark opened his eyes, half wanting to just ignore it, until he saw the caller ID. He grabbed the phone up off the desk, fumbling to accept the call.

"Ace!"

There was a pause before the reply. "No. But he needs your help."

Mark took half a second to recognize the strong female voice. "Lady Illusion? Wait, well… tell me something I don't know!" he blurted out.

"Alright. That program inside him? It's going to literally destroy him if you don't remove it soon."

"I said something I don't know!" Mark cut in. "Why do you care anyway? He's on your side."

"If you want to save him, then be quiet and listen!" Lady Illusion hissed back. "I care if he's going to get sent into the datastream."

"Wait… datastream?"

"The program isn't just suppressing him; it's going to completely wipe him out. You have to find some way to remove it."

"How?"

"I don't know. But you have to do it quickly. Kilobyte seems to have decided Ace is no longer of any use to him. He's left him for the program to destroy. You'll be able to get him without any trouble from the other evils… or from him."

"Okay, okay. We'll try. Where is he?"

"Kilobyte's dumped him in an alleyway, not too far from the carnival. I'm here with him. But hurry up; I don't want to be missing for too long."

"Right, we'll try find you. We'll get there as soon as we can. Just… stay with him if you can, okay?"

"That's what I'm planning on doing."

"… thanks," said Mark simply before hanging up.

Lady Illusion took Ace's phone away from her ear and knelt down next to the Knight.

He looked like he was unconscious, lying just as Kilobyte had thrown him, but Lady Illusion wasn't sure. Perhaps he was just too absorbed in the battle that raged in his mind.

She took the phone and slipped it gently back inside Ace's jacket, and then rested her hand on his arm. He shuddered under her touch, a few sparks of electricity spitting out around his body.

"Hold on, Ace," she whispered to him. Lady Illusion wasn't sure, but he might have stopped shaking just a little bit. "Please just hold on."

----

He should have known he'd never be allowed to go out so late. Yeah, walking straight past his parents sitting in the lounge room and trying to stroll out the door had been a _brilliant_ idea.

"Mark, where are you going?" his mother called after him.

For a half second, Mark almost felt like telling her he was just going to the garage, or to throw out some garbage. Anything that would get him out the front door. It wouldn't help him when he finally got back though, and it wouldn't stop his parents worrying about where he'd disappeared off to.

"Out…"

"Out, _where?_" Simon asked pointedly.

_Great_, Mark thought, _this is all I need._ "I… I need to go help a friend. It's really important."

"Not this late you're not," said Simon, "it's after ten."

"But…"

"And I know you've got homework, Mark," Fiona added. "You told me you'd finished it already; but you were up there doing it fifteen minutes ago."

"I'm finished it now though." _Liar._

"Doesn't mean you're going out," growled Simon, "especially if you've been lying to your mother. Now, get back upstairs, your friend can wait until tomorrow."

"No, he can't!" Mark practically shouted.

"Mark…" Fiona warned him.

"Upstairs, now," said Simon, his voice making plain he'd had enough of the conversation.

But Mark couldn't go upstairs. He stood frozen to the spot, and then finally his mind snapped into gear. "I can't…" he said quietly. "Sorry…" Then he turned and walked out the front door.

He was halfway across the front lawn when his father got to the door.

"Mark, back here, _now!_"

Mark gritted his teeth and tried to ignore him. Chuck's car was already waiting by the curb; Mark had called him and Sparx before he'd gone downstairs.

"I mean it!" Simon shouted again, but stayed at the door. He was suddenly starting to doubt his ability to control his son. Mark wasn't listening to him.

Mark stopped just before he reached the car, and turned around, his conscience getting the better of him. "Dad, this is really important. Just trust me."

"You've given me more reason not to," Simon replied.

Mark couldn't reply to that and instead just turned away and climbed into the car, slamming the door hard behind him.

"Dude, your parents let you out?" Chuck asked as he pulled away from the curb.

"No," Mark said simply.

"Wait… but… aw, sheesh! Could've told me that earlier! Your dad's going to recognize the car… and my parents don't even know I'm out!"

"Chuck! We've got bigger things to worry about than upsetting our parents!"

"Alright! Not worrying about parents… where are we going anyway?"

"Lady Illusion said somewhere near the carnival. We'll probably have to look around a bit."

Chuck slammed on his brakes suddenly. "Sparx!" he exclaimed, startled by the Lightning Flash practically dropping down right in front of him.

"You left stopping a little late there…" Sparx observed, unfazed by the fact she was almost on top of their windshield.

Mark let down his window. "Think you could see where Ace is from up there?"

"Sure thing. Better try to keep up." Sparx flew up to a height where she had a half decent view; the lights underneath the Lightning Flash clearly visible to follow.

"Don't forget we've got to follow the road!" Mark shouted up after her.

"Yeah, and stop for traffic lights, I know."

Chuck and Mark followed Sparx around for about ten minutes. She darted off to the side of the road a few times, checking alleyways better than the boys could from ground level. Finally, she signaled them and darted down an alleyway.

Chuck drove the vehicle after her, but had to stop when he almost ran into a dumpster.

"Chuck!"

"Sorry! I didn't see it!"

Sparx dropped down next to Lady Illusion and Ace.

"Is he alright!" she demanded.

"I don't know," Lady Illusion replied. "You'll have to find that out for yourself."

"Alright…" Sparx growled. She knew now wasn't the time for picking fights, as did Lady Illusion.

The other woman nodded. "Take care of him." And then she morphed out.

Mark and Chuck came around the corner seconds later.

"Ace!" said Mark, rushing to his side.

"Oh boy, this looks bad…" said Chuck as he pulled out his laptop.

"Tell us something we don't know!" Sparx growled, glancing over at Ace.

Mark knelt down next to Ace and placed a hand on his shoulder, but then pulled away sharply as an arc of electricity jumped between them. "Ow!"

"Oh oh…" said Chuck.

"Yeah, I think we figured that," Mark growled, holding his hand.

Chuck ignored Mark's anger. "The program's tearing him apart!"

"Well, get it out of him! He can't stop you now!" Sparx said, gesturing at Ace collapsed on the ground.

"I can't with just a laptop! The thing'd eat my hard drive!"

Mark glared at him. "Who cares about your hard drive?"

"Maybe…" said Chuck. "Maybe we can use the machine to get it out of him. It sucked the program out of Kilobyte; if we can recreate those conditions we may be able to get it out of Ace. I think."

"Alright, I'll take him to the junkyard on the Lightning Flash then," said Sparx, then glanced again at Ace. "I sure hope your right, Chuckdude."

"Yeah, me too."


	6. Chapter 6

**A/n: **Yay! Final chapter! It's a little bit longer than the rest… but, yeah, it's hard to split of climaxes, and if you have the stuff after the climax in a separate chapter… people might not be bothered to read it. Oh, well, I'm sure no one will care.

* * *

Random stared at the car engine in front of him. It was proving to be a lot more difficult to fix than he'd first thought. At least trying to fix it had kept his mind off things – mostly. He was starting to wonder why he'd bothered coming back here. He didn't need to… hide, that's what he'd been doing. Didn't need to hide in the junkyard anymore. And Sparx was going to need help, as much as she would never admit it. He'd go back to the Thunder Tower tomorrow he decided. There was no reason for him to stay here; he didn't have to worry about his evil program taking over anymore. A smile slowly spread across Random's face. _I don't have to worry about my evil program anymore. _Then the smile faded. _But Ace does._ And he also had to leave to help Ace. He knew how much that program could hurt, and he'd do anything to get it out of Ace. Random promised himself that.

"Hey, lugnut!" he heard Sparx's voice, and turning around saw her come flying into the junkyard, Ace with her on the Lightning Flash. This time, however, he was unconscious, sitting in front of Sparx and slumped over the front of the flying vehicle.

Sparx followed his gaze to Ace, and then looked back at Random. "We need to use that machine again."

"What for?" Random asked.

"Duh! To help Ace! Ask Chuck, that stupid program of yours is tearing Ace apart or something."

The car pulled into the junkyard then, and Mark and Chuck climbed out.

"Random, we need to use that machine again," said Chuck.

"I know," Random replied. "But just what are you expecting it to be able to do?"

Chuck explained quickly. "It sucked the program out of Kilobyte. We should be able to suck it out of Ace."

Random nodded. "Make's sense. Let's hope it actually works."

"Yeah, you said it, dude. Ah, Sparx can you get Ace over by the machine while me and Random try to figure out how to do this right?"

Sparx nodded and moved the Lightning Flash next to the machine.

Mark just looked worried and eventually followed Sparx to where he could keep an eye on Ace. He couldn't do much else.

Chuck put his computer up on the nearest car bonnet, where Random could see it. "So, how're we supposed to do this, dude?"

Random looked at the schematic on the screen. He had already guessed the answer, but he wanted to be sure. "It can't just 'suck out' the program," he finally said. "Kilobyte only got rid of it because it went into Ace. The machine doesn't create or store power or programs. It transfers them. If we want to get the program out we're going to have to give it someplace to go."

"Okay…" said Chuck. "What can we transfer it into?"

Random looked at him for a second before replying. "I'm getting a few ideas…"

"Like… hey! Maybe we can get it to go into my laptop!"

Random thought about that. "You're laptop?"

"Yeah, I mean… I don't really need it and then if we disconnect the laptop maybe it'll destroy the computer… it's not that good… or a 'strong' computer… I guess. But it won't have anyplace to go if it destroyed the computer, it'll end up destroying itself."

_Destroying itself._ "Sounds good to me," Random growled.

"Right, I'll go hook this up."

"Got anything?" Mark asked.

"Yeah, we're going to pull it out and put it in the laptop. Hopefully it'll destroy it and itself as well."

"If not," Random added. "You can just smash the computer."

"Ah… Yeah, that works too…"

Chuck hooked up the computer and Sparx moved Ace so that he was touching the intake of the machine.

"I wouldn't be touching that computer if I were you," Random warned.

"Oh, right…" Chuck backed away, and then started up the machine. "Come on…"

The computer hummed away, but the machine stayed idling.

"Chuck, please tell me it's just taking awhile to start working," said Mark.

"Ah… maybe?"

Mark sighed and looked away.

"I'm not even sure it can go into a computer anyway!" Chuck blurted. "Don't worry… maybe it's not connected properly…" He began fiddling with the wires; this time connected every port on the back of the computer up to the machine.

Even as Random watched him do it he knew it wasn't going to work. As far as he was concerned that left only one option. But it was an option he really didn't want to consider. Still, in the same way that leaving Ace with the program wasn't an option… well, it didn't make this an option either. Random found himself backing away from the others. He didn't want to have to think about this.

"Gah! It's not working!" growled Chuck in exasperation.

"Maybe it doesn't like machines," offered Sparx, "but then, lugnut's half machine… where's he gone anyway?"

"I don't know," growled Mark.

"We're supposed to be helping Ace! He can't just go wondering off. Anyone would think it wasn't his stupid evil ripping…" she trailed off with a glance at Ace, then growled. "I'm going to go find him. Get that thing working or something." Sparx stormed off deeper into the junkyard.

"But it's _not_ working!" Chuck called after her.

Mark sighed and faced up to an old car body, leaving heavily against the metal and closing his eyes.

Chuck looked at him, but said nothing, instead connecting the computer up again and turning the machine on. It continued to hum uselessly.

Meanwhile, deeper in the junkyard, Sparx had finally spotted Random, staring at his shack. "Random!"

The cyborg looked at her for a minute, then looked away.

Sparx growled in exasperation. "What is with you! Ace is out there being destroyed by your stupid evil and you're moping in here like you've still got the damn thing! Do you even want to help him, or are you just happy it's not bugging you anymore?"

Random glared up at her, his fist and claw clenching. "I don't want that thing in Ace anymore than you do."

"Well, you're sure not acting like it, lugnut."

"Sparx, I know what that thing is like. I've had it in my head pulling me and telling me to destroy everything I've ever cared about…"

"Yeah, that's _great_! Poor Random, he's so messed up 'cause of his evil side! But wait! He doesn't have it anymore… Ace does! Hello! Why are you still moping about? You don't have to worry; Ace is the one with the damn thing in his head!"

Random glanced away. "Sparx, I know how to fix it."

"What?" Sparx blinked. "Then get out there and do it! What are you hanging back here for?"

Random didn't answer her.

"Grr! What in white hot oblivion is wrong with you?"

"A lot of things!" he snapped back.

"Yeah, and you went and passed half of that onto Ace, didn't you? Hate to break it to you, but you've no the one with the biggest problem at the moment."

"… I know."

"So, how are we supposed to fix him, huh?"

"Put me evil side back where it came from," Random replied simply, still not looking at Sparx.

"What? You mean… back in _you_?"

"It would work."

"But… then you'd have it."

"And?" Random growled. "I can handle it."

"That's a matter of opinion…"

"Fine, I can't." Random paused. "At least we know it won't destroy me."

"I guess not… but you'll be stuck in the junkyard again. And trying to destroy people, and…"

"I _know_," Random cut her off. "But it'll destroy Ace. If I let my evil side destroy him, I might as well be destroying him when my evil takes me over. It's my problem, Sparx. I have to deal with it, not Ace."

Sparx nodded slowly. "Sure you're not just doing it 'cause he's your friend."

"I suppose that might have something to do with it," Random replied. He faced his wheel back to where they'd come from and started rolling. "Let's just go and get it over with."

"Ah, yeah…" Sparx followed him out.

When they came back, Chuck was still trying to get the machine to work; Mark wasn't even bothering to watch his progress.

"This isn't working!" Chuck said when he saw them. "We need to try something else, but I don't know what."

"Random's got an idea…" said Sparx.

"What?"

Mark looked up, waiting to see if they'd come up with anything that would work better than Chuck's laptop.

Random ignored Chuck's question, instead rolling right past. He started disconnecting the computer.

"Okay… well, if you don't need any help…"

Random threw off the last wire, then gripped the outtake of the machine tightly in his left hand. "Turn it on," he said simply.

"Huh?" said Chuck.

"But…" said Mark, finally speaking up, "that's going to send the program back into you."

"Yes."

Mark blinked. "Will it work?"

"I hope…" started Random. "Just start it up before I change my mind."

"Okay, dude," said Chuck. "Are you sure about this? I mean…"

"Just turn the damn thing on!" Random shouted.

"Alright! Turning on…" Chuck switched the machine on and stood back.

Random felt the electrical currents start to move beneath his hands, he could sense the machines internal workings start to move. And then everything went dark as the machine kicked into gear, linking him and Ace by an electrical path.

----

Ace didn't know what was happening anymore. Only that he had to hold on. Trapped inside his mind with the… thing, he couldn't move or do anything; he could only hang on as everything around him seemed to rip apart. Perhaps he was dreaming, the part of his mind that was still functioning projecting an image of the internal struggle in the only way it could understand.

As far as Ace could tell he clung to practically nothing. A whirlpool of darkness churned behind him, waiting to suck him into its depths. If he let go it would destroy him.

Ace felt his fingers slip and he skidded towards the dark depression. He gripped again with all his strength, managing to slow himself down. He couldn't hold on much longer.

"Ace."

He swore he heard someone call him. But he couldn't even think straight, he must've been hearing things. And seeing things.

Random stood in front of him. He was unaffected by the pull of the darkness surrounding Ace and just stood there.

_I have to be dreaming,_ Ace thought. Because he saw Random like he was before. No mechanical attachments, no claw. Just Random. Perhaps this was the way his mind chose to portray his friend.

"Random? Why are you here?" he heard himself ask.

Random knelt down in front of him. "Ace, you've got to let go."

"What?" Ace gasped. "I can't!"

"I can get this out of you. Just let go."

Ace looked down at his hands, clawing into the ground. The darkness pooled around them, traced up into them, and stretched back into the whirlpool. He wasn't just holding onto the ground. He was holding onto _it._ Ace looked back up at Random. "It'll destroy me!" He looked back at his hands again, at the darkness that gripped them and seemed to give them the strength to grip back. "And… I'm not sure I want to…" It hurt him even as he said it.

"Just trust me," Random replied. "You _have_ to let go." Then the Knight seemed to stop. "And… and I have to take it." Random slowly stretched out his hand towards Ace.

Ace looked at Random, then nodded. "I trust you." And then he let go.

He was dragged backwards, but Random's hand clasped over his before the whirlpool could pull him down.

Ace felt the darkness shift through his mind again and then withdraw. The ground shook beneath him and the whirlpool disappeared into itself. Seconds later it seemed to turn itself inside out, inverting itself from inside the deep depression into a dark tornado shape that reached into the sky, tapering to a sharp point. Then the tip dove back down, driving itself into Random's chest.

"Random!"

And then everything shattered apart and Ace was on the ground in the junkyard.

Mark was at his side in a second. "Ace, are you alright?"

Ace looked at him, disorientated. "I'm fine… where'd Random go?"

Mark glanced across to beside the machine and Ace followed his gaze. Random stood next to it, slumped like he usually was, no sign of anything going on inside him.

"Ace…" Mark started, not quite sure how to put it. "Random took it back. With the machine."

"What?" said Ace. He pushed himself up. He could still remember the darkness and its pull, but now it was absent. And he could remember Random being there.

Ace pushed himself up further and Sparx came and helped him up.

"Hey, you feeling alright, Ace man?"

Ace ignored her, just using her arm to drag himself up. Random had taken away the evil; that Ace remembered. Now his friend was slumped over unconscious, and though it seemed normal, Ace wanted to make sure he was alright.

Random reactivated. He pulled himself upright, his right eye flickering quickly between red and green before settling back on green. And then Ace understood. Random hadn't just taken his evil side away. He'd taken it _back._

"Ace…?" said Random, disorientated himself. But that was normal. "Are you alright?"

"… I'm fine…" Ace replied, unable to think of anything else to say. How could Random just take back his evil side? Ace had seen what it was like and Random had _chosen_ to take it back.

"Good to have you back, Ace dude," said Chuck, "you had us all worried!"

Ace didn't reply to that either.

"You sure you're okay?" asked Random.

"Why'd you take it back?" Ace finally asked.

"It's not your problem. It'd be wrong to leave it with you."

"But…" Ace started. "You know what it feels like…"

Random's eye flickered again and he looked away, trying to bring everything under control. He finally did, but couldn't bring himself to look back up. "I know. Perhaps that's the reason I took it back."

Ace let go of Sparx's arm and walked over to the cyborg. Random half looked up at him, but still couldn't make eye contact. "Guess it's back to not being able to trust me."

Ace put his hand on his friend's shoulder. "I'll always trust you." Then he pulled Random close and embraced him. "Thank you." At first it felt like hugging a piece of metal, but then Ace felt Random return it, as best he could with a metal claw at least, before releasing him.

"We should go," said Chuck, having picked up his computer and various cables. "You guys all going to be alright?"

"I think we'll be just fine, Chuckdude," said Sparx, smiling. It was good to have Ace not trying to blast them all again.

"Good to have you back, Ace," Mark said sincerely before following Chuck back to the car.

"Yeah… I vaguely remember trying to shoot you a few times," said Ace. "Sorry, about that."

Mark shrugged. "It wasn't your fault."

Ace looked down at the ground, then back at Mark and nodded.

"Thanks for bringing him back, Random," he added before getting in the car.

"Yeah, nice going, lugnut," Sparx added, still smiling.

The Knights watched the car leave.

"You going to be okay, Random?" Ace asked.

"I'll be fine."

For once, Ace _knew_ he was lying. "Alright then." He gave his friend a half-smile and slapped him on the shoulder.

"I'll give you a lift, Ace," said Sparx, and whistled down the Lightning Flash.

"Thanks again, old friend," Ace said as he climbed on behind Sparx.

Random nodded and watched as they both flew off. Then sighed, looking over at a cracked car window; his reflection looked back at him in the damaged tinting. His eye flickered red. Random put his claw through the window.

----

"Stupid 'borg!" the Master Programmer slammed his fists into his keyboard. "How can you take it back! You're not supposed to want it!"

He looked back at the screen. "Now you're stuck with it again. See what friendship does to you?"

"Pathetic…" he added with a snort, before bashing his keyboard again.

----

"Um… dude? The car's stopped, you can get out."

"Sorry," Mark replied. He collected his wrist cannon slowly off the dashboard, then opened the car door.

"Don't worry, Mark. Your parents can't get _that_ mad at you…"

"You sure?" Mark asked as if he sincerely doubted it.

Chuck shrugged. "Well… good luck then."

"Thanks." Mark shut the door and headed to his house. The front door was locked and Mark realised he hadn't brought any keys. He sighed. _So much for sneaking in._ He knocked on the door; his father answered it within a few seconds.

"Um…" said Mark. "I didn't wake you, did I?"

"No. I was awake," Simon replied simply.

"Ah, okay…" Mark stepped past his dad inside. _Okay, so where was the grounding, reprimand…? _He threw his wrist cannon into the open top of his bag, sitting in the dining room, before his dad could really see what it was.

His father walked in behind him, still saying nothing.

"Well, aren't you gong to ground me or something!" Mark burst out.

"Should I?"

"… yeah, I guess, isn't that what you're supposed to do? I mean, why else would you be waiting for me?"

"Perhaps I'm more worried that I don't know where my son's run off to in the middle of the night."

Mark just stared at him for a second, then dropped his eyes to the floor. "I'm sorry, dad. It's just I had to help…" And then Mark realised he couldn't tell him… even though he wanted to. He _needed_ to tell him why he'd left like that, need to tell him how he thought they were going to lose Ace. But couldn't.

Simon would've been blind not to notice the huge pause in Mark's sentence, or the totally lost look he got on his face.

"… a… friend…" Mark finally finished.

Simon put both his hands on Mark's shoulders. "I can't help you if you won't talk to me," he said quietly.

Mark took awhile to reply. "… I know. It's just… private I guess." _Lie._

Simon sighed. "Okay."

Mark paused for a second, and then put his arms around his father before he could move. "Thanks anyway, dad."

Simon didn't quite expect that, but hugged his son back anyway. It didn't escape his notice that Mark held onto him longer than a 'thank you' hug really demanded. "That's okay. Now get up to bed, it's late. We'll discuss you getting grounded tomorrow."

"Sure dad."

As Mark climbed the stairs Simon wondered when it had gotten to the point that his son thought he couldn't talk to him.

----

Ace pulled his hands out of the transformer. Now fully powered up, he watched the electricity play across his hands. He no longer felt the urge to use it to blast anything weak.

"Feeling yourself now?" Sparx asked. She'd been watching him as he'd powered up, content just to have him back.

"Yeah, I guess. When I was… evil… sorry if I…"

"C'mon Ace! Quit apologising. I know you didn't mean any of that stuff."

"What if I did?"

"You don't think any of the stuff Random does is his fault. So it's not yours either," she said pointedly.

"I guess. I still don't understand why he took back his evil side."

"Because you're his friend?"

"Yeah, but… you don't know how powerful it was, Sparx. I don't know how he can live with it. And I couldn't… and I should've been able to defeat it for him… or something."

Sparx rolled her eyes. "Ace, you're letting your human emotions get you down again! You know that doesn't really make sense."

"Nothing is," Ace muttered.

Sparx rolled her eyes again, but was unable to think of anything to say in reply. "Can we just relax now? Seeing as you're not going to be blasting me anytime soon?"

Ace sighed. "Yeah, alright." It would be better than moping about the Thunder Tower.

Half an hour later, Sparx had turned on the TV and they were both watching… something. Ace didn't really know what it was, nor cared. He couldn't concentrate well enough to figure it out, or to even listen to Sparx's frequent comments about the absurdity or whatever of what was happening. His mind kept straying back to earlier. He couldn't quite remember everything he'd done. It came back in flashes, some of the images more vivid than those he couldn't quite concentrate on playing across the TV screen. And he could remember the thing in his head. The thing that promised him strength, but tore it out from under him as soon as it thought he didn't have it. The thing he'd left Random with. Ace got up quietly and walked outside. He just needed to be alone. At least he could be alone. With that evil in his head… that hadn't really been alone. He now realised part of the reason Random hid by himself in the junkyard. Because he never really could be alone. And so he hid from those he really needed beside him. But he couldn't hide from the thing inside himself.

"Aw, c'mon! How do they expect that thing to fly?" exclaimed Sparx, gesturing wildly at the television. She looked around and noticed now that Ace had left. Looking over her shoulder she could see the door was open. She almost felt like going out after him. But perhaps he was best left alone. Sparx reluctantly went back to watching the television, with less enthusiasm than before.


End file.
